FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/28/2019 |
3. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ TSN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 995.9733 | I | Employee Stock Purchase Plan |
Class A Common Stock | 4,838.952(1) | D | |
Class A Common Stock | 1,500 | I | by Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Non-Qualified Stock Options (Right to Buy) | 11/22/2014 | 11/22/2023 | Class A Common Stock | 6,200 | $31.82 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/21/2015 | 11/21/2024 | Class A Common Stock | 9,300 | $42.26 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/30/2016 | 11/30/2025 | Class A Common Stock | 2,943 | $50 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/28/2017 | 11/28/2026 | Class A Common Stock | 3,261 | $58.34 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/17/2018 | 11/17/2027 | Class A Common Stock | 4,115 | $77.97 | D | |
Non-Qualified Stock Options (Right to Buy) | 11/19/2019 | 11/19/2028 | Class A Common Stock | 6,608 | $59.42 | D | |
Performance Shares | (2) | (2) | Class A Common Stock | 1,499.828 | (2) | D | |
Performance Shares | (3) | (3) | Class A Common Stock | 3,847.634 | (3) | D | |
Performance Shares | (4) | (4) | Class A Common Stock | 5,048.806 | (4) | D |
Explanation of Responses: |
1. Includes 1,557.126 shares of Class A Common Stock which vest on November 28, 2019; 1,026.53 shares which vest on May 12, 2020; 984.622 shares of Class A Common Stock which vest on November 17, 2020; and 1,270.674 shares of Class A Common Stock which vest on November 19, 2021. |
2. Award of performance Class A Common Stock which vests on November 18, 2019 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance metrics set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2017-2019) cumulative EBIT target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2017-2019) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50%-200% and are reported as derivative securities at the 200% level. If neither of the performance metrics are achieved, the award expires. |
3. Award of performance Class A Common Stock which vests on November 20, 2020 if the performance metrics described in the applicable Stock Incentive Agreement are achieved. The performance criteria set forth in the Stock Incentive Agreement are (1) achievement of a three year (fiscal 2018-2020) cumulative EBIT target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2018-2020 ) period. Subject to the achievement of the performance criteria, the performance shares could vest at a level of 50 percent to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance criteria is achieved, the award expires. |
4. Award of performance Class A Common Stock which vests on November 29, 2021 if the performance metrics described in the SIA are achieved. The performance metrics set forth in the SIA are (1) achievement of a three year (fiscal 2019-2021) cumulative operating income target and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2019-2021) period. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If neither of the performance metrics are achieved, the award expires. |
Remarks: |
/s/ R. Read Hudson by Power of Attorney for Chad Roderick Martin | 01/29/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |